| S3 Investment Company Inc. ( s3investments.com ) is a Business Development Company regulated by the Investment Company Act of 1940. S3 Investments has acquired 100% of Redwood Capital ( redwoodcapinc.com ) to participate in the fast-growing investment banking market in China and 51% of SINO UJE ( sinouje.com ), a non-stocking distributor of medical and industrial high-tech products to markets throughout China. S3 is currently seeking to acquire additional synergistic companies and is focused on assembling a portfolio of investments that will provide value to its shareholders.
[S3 Investment Company Files 14A Definitive Proxy Statement With Notice of April 5, 2006 Shareholders Meeting
On February 22, 2006, S3 Investment Company, Inc. announced that the company has filed a 14A Definitive Proxy Statement with the Securities and Exchange Commission requesting shareholder votes on a proposal that would authorize the Board of Directors to withdraw the Company's election to be treated as a business development company.
Shareholders of record are invited to attend a special meeting that will be held at the company's corporate offices on April 5, 2006 at 10:00 a.m. PST where the proposals will be considered and voted upon. The proxy statement and notice of the special meeting are expected to be mailed to the shareholders on or about February 27, 2006.
**** Redwood Capital: A Bridge Between China and U.S.
S3 Investment Company's subsidiary, Redwood Capital (acquired in November of 2004), bridges the gap between Chinese capital needs and American public markets. The gap exists because Chinese companies are virtually excluded from the U.S. (all international) markets for two primary reasons: 1) the Chinese government makes it virtually impossible for Chinese companies to raise capital outside of China through regulation and 2) typical management of Chinese companies has no experience with western securities markets, SEC compliance, investment banking or investor relations. Redwood Capital is providing these missing components by utilizing innovation and experience to give their Chinese clients access to western capital.
**** Sino UJE: The China Connection
In November of 2004, S3 Investment Company acquired a 51% controlling Interest in SINO UJE, Ltd., a multinational 3-year old company located in Mainland China that achieved over $1 million in sales in 2004. SINO UJE is a non-stocking distributor of medical and industrial high-tech products to markets throughout China.
**** Secure Soft Systems
Securesoft Systems, Inc. a wholly owned portfolio investment, was incorporated in September 1999. Securesoft develops, markets and sells enterprise compliance and risk management software solutions, the operations were discontinued in the last quarter of the fiscal year ended June 30, 2005.
****Management
James Bickel - Chief Executive Officer and President. James Bickel has over 40 years experience in sales and senior management positions with manufacturing based companies: as the president of Allison Spring and Manufacturing (1968-1973), Bicor Machinery and Manufacturing (1974-1979), and Keel Corporation (1980-1986), all California based manufacturing companies of high tech metal parts and assemblies. From 1986 through 2002 Mr. Bickel served as vice president of Uniglobe USA and president of Uniglobe Midpacific assisting in building a national travel franchise system with over 900 locations and later built golf retail franchise system. Since 2002 Mr. Bickel has acted as vice president and secretary of World Health and Education Foundation and as vice chairman of MedChannel LLC, a medical device company serving radiology and surgical markets. Mr. Bickel currently serves as vice president of business development of SINO UJE and will continue to serve in this capacity. He has been employed by SINO UJE for five years and has a working knowledge of the China business landscape. James Bickel is also well versed in the operations and management of U.S. public companies, having served as a director and in other management positions in several publicly traded firms. SINO UJE Ltd. is a non-stocking distributor that sells and services western designed and manufactured high-tech products to markets in China. The Company entered into an Employment Agreement with James Bickel dated January 26, 2006. The Employment Agreement has a twelve-month term, subject to renewal upon agreement of the parties. Under the Agreement Mr. Bickel is entitled to annual salary of $60,000. James Bickel will continue to serve as Vice President of Business Development of Sino UJE, LTD., a portfolio company of S3 Investment Company.
Chris Bickel - Chairman of the Board of Directors. Mr. Bickel has over 20 years in International Operations and Sales and Marketing management positions with both public and private companies, with significant experience in the production and distribution of a wide range of products, markets and technology in most of the industrial and commercial markets around the world. While working at FTSE-listed and NASDAQ-listed companies, Mr. Bickel held a wide range of positions in sales, marketing and operations management. During his tenure as Director of Sales and Marketing for a semiconductor detector manufacturing company, the customer base was converted from Research and Development institutions to an Original Equipment Manufacturer (OEM) clientele that included GE, Toshiba, Philips, Hitachi, and Siemens. While President of a privately-held Japanese company, Mr. Bickel set up direct offices and employees in the USA and Europe while managing the regulatory approvals process and set up distribution throughout the world and managed dozens of pre-approval clinical trials and clinical tests in hospitals in the USA, Europe and Asia. Mr. Bickel is currently President of SINO UJE Ltd. a non-stocking distributor that sells and services western designed and manufactured high-tech products to markets in China and COO of Nicholas Investment Company, a subsidiary of YaSheng Group, a diversified agricultural and industrial conglomerate.
Chris Bickel is James Bickel's son.
Brad Smith - Executive Vice President
On December 1, 2005, the Company accepted the resignation from Brad Smith as the Company’s Executive Vice President effective immediately. The Company currently has not appointed anyone to fill this vacancy created by the resignation of Mr. Smith.
Douglas T. Perkins - Independent Director
Mr. Perkins serves as a member of the board of directors, a member of the Audit Committee and chairman of the Investment Committee. Mr. Perkins is an experienced manager and entrepreneur, with a strong background in franchise licensing. Mr. Perkins is currently the Franchise Licensing Director for Fantastic Sams Northern California Region, with total responsibility for franchise sales in the 21 Central Western Coastal Counties of California. Mr. Perkins is also Co-Founder of a start-up company, Strokes Golf International, where he was involved with franchise law, regulations, sales, marketing and business development. From 1991-2000 he was Director of Franchise Licensing for Uniglobe Travel, an International company with 1300 locations and 1 billion dollars in sales. During his tenure, Mr. Perkins also oversaw the operations and administrative departments, which dealt with travel agencies as large as $25,000,000 in annual travel sales. Mr. Perkins has an extensive background in the travel business and understands the operations and distribution system. In 1999 he was promoted to National Director Franchise Sales for Uniglobe Travel (USA) LLC, with 900+ travel agency locations. That same year, Mr. Perkins was presented The Lifetime Achievement Award, an honor no other person has received for franchise sales in Uniglobe Travel since its inception in 1980.
Gary Nerison - Independent Director
Mr. Nerison is also on the firm's audit committee and investment committee. Mr. Nerison is an experienced entrepreneur in commercial real estate and loan brokerage companies. With his rich business commercial real estate background, over the last 36 years, Mr. Nerison has initiated and led to growth several commercial real estate and loan brokerage companies. In 1998, he founded a loan brokerage firm placing venture loans for new business, which he still currently manages. Since 2002, he has been the Co-founder and President of World Health and Education Foundation, a charitable organization. Mr. Nerison attended Augustana College in Sioux Falls, South Dakota with Major in Economics.
Corporate Offices
43180 Business Park Drive Suite 202
Temecula, CA 92590
Phn: 951.587.3618
Fax: 951.587.8866
Transfer Agent
Transfer Online
317 SW Alder St., 2nd Floor
Portland, OR 97204
Phn: 503.227.2950
Fax: 503.227.6874
Investor Relations
Gemini Financial Communications for S3 Investment Co.
A. Beyer
951-587-8072
investors@s3investments.com
****Recent SEC filings
April 6, 2006 - freerealtime.brand.edgar-online.com
NOTIFICATION OF WITHDRAWAL OF ELECTION TO BE SUBJECT TO SECTIONS 55 THROUGH 65 OF THE INVESTMENT COMPANY ACT OF 1940 FILED PURSUANT TO SECTION 54(c) OF THE ACT
February 17, 2006 - 10-Q filed (http://freerealtime.brand.edgar-online.com/fetchFilingFrameset.aspx?FilingID=4221742&Type=HTML )
****Highlights from recent press releases
From April 6, 2006 press release (http://www.marketwatch.com/News/Story/Story.aspx?guid=%7BCE969E30%2D4A4F%2D4A4E%2DA261%2DF0259A37C90....
S3 Investment Company, Inc. (OTC BB: SEIH) today announced that at a special meeting of shareholders held on April 5, 2006 at the company's corporate offices, a majority of the holders of the company's common stock approved a proposal to withdraw S3's election to be treated as a business development company (BDC). After the approval of the proposal was achieved, Mr. Jim Bickel addressed the shareholders present at the meeting and provided an update on a number issues related to S3, SINO UJE and Redwood Capital. Included in the information discussed was that both Redwood and SINO UJE remain active and expect continued growth throughout 2006.
From March 14, 2006 press release ( marketwatch.com. )
S3 Investment Company, Inc. announced that portfolio investment SINO UJE, Ltd. has received an order worth over $440,000 from Dalian Bingshan Rubber & Plastic Co, LTD for equipment supplied by PLAST-CONTROL, the leading manufacturer of automation systems for the plastics extrusion industry. The order is for two sets of PLAST-CONTROL'S newly developed extrusion system, which allows the user the possibility to integrate both functions of gravimetric mean thickness and profile measuring into one computer. Each set consists of a system with 6 gravimetric dosing units -- a total of 9 components -- and profile measuring. This equipment is similar to the system purchased by Dalian Bingshan in June 2005.
From February 23, 2006 press release (http://www.marketwatch.com/portfolio/news.asp?siteID=mktw&UID={0583BC88-C36D-4B8C-A66D-6A343BDA6.... )
S3 Investment Company Announces First Order for SINO UJE From New Equipment Supplier S3 today announced that portfolio investment SINO UJE has received its first order for equipment from a new European equipment supplier, Weima GmbH, ( weima.de )a worldwide leader in shredding technology and briquetting solutions.
From February 22, 2006 press release (http://www.marketwatch.com/News/Story/Story.aspx?guid=%7BFE5A82FD%2D933C%2D44C2%2DAB0A%2DCD2163E356C.... )
S3 Investment Company Files 14A Definitive Proxy Statement With Notice of April 5, 2006 Shareholders Meeting
TEMECULA, CA, Feb 22, 2006 -- S3 Investment Company, Inc. today announced that the company has filed a 14A Definitive Proxy Statement with the Securities and Exchange Commission requesting shareholder votes on a proposal that would authorize the Board of Directors to withdraw the Company's election to be treated as a business development company.
Shareholders of record are invited to attend a special meeting that will be held at the company's corporate offices on April 5, 2006 at 10:00 a.m. PST where the proposals will be considered and voted upon. The proxy statement and notice of the special meeting are expected to be mailed to the shareholders on or about February 27, 2006.
From February 21, 2006 press release (http://www.marketwatch.com/News/Story/Story.aspx?guid=%7B91662F53%2DF4C9%2D4D9C%2DA9EE%2DCB9DA55003A.... )
10-Q/A: S3 INVESTMENT COMPANY, INC.
Results of Operations
Three months ended December 31, 2005 compared to three months ended December 31, 2004
During the three months ended December 31, 2005, the Company experienced a net loss of $68,818 or approximately ($0.000) per share compared to a net loss of $14,130 or approximately ($0.000) per share for the same period last year. The Company generated $20,319 of revenue in the three month period ended December 31, 2005 compared to no revenue for the same periods ended December 31, 2004.
Six months ended December 31, 2005 compared to six months ended December 31, 2004
During the six months ended December 31, 2005, the Company experienced a net loss of $135,813 or approximately ($0.000) per share compared to a net loss of $1,182,334 or approximately ($0.005) per share for the same period last year. The change in net loss is due to a decrease in finance cost. The Company generated $36,241 of revenue in the six month period ended December 31, 2005 compared to no revenue for the same periods ended December 31, 2004.
From February 16, 2006 press release (http://www.marketwatch.com/News/Story/Story.aspx?guid=%7BF572C647%2D11EF%2D4F02%2DAD46%2D4E8E0BC7BE6.... )
S3 Investment Company Announces Major SINO UJE Supplier Orders for January. S3 Investment Company, Inc. today announced that portfolio investment SINO UJE received multiple orders for Ulrich GmbH & Co. injector systems from Chinese hospitals and original equipment manufacturers (OEMs), including GE Medical Systems, Siemens and Philips, during the month of January 2006. The Ulrich ( ulrich-ulm.de is a world leader in the design and manufacture of injector systems used for medical imaging applications, such as CT and MRI equipment. SINO UJE is in the business of distributing high-tech medical and industrial products to markets throughout China.
"We are pleased that SINO UJE has started the year so successfully, receiving these orders for Ulrich products and a number of other orders from suppliers in the SINO UJE network," stated S3 CEO Jim Bickel. "We expect to announce some additional January milestones achieved by SINO UJE in the very near future, as well as details of SINO UJE's partnership with GreCon ( grecon.de )and its expanding business in China." "At the pace we are seeing from the first month of the 2006 calendar year, we expect that SINO UJE will outpace its 2005 performance and become an even more valuable asset for S3 and its shareholders," added Mr. Bickel.
From February 6, 2006 press release
S3 Investment Company CEO Discusses Performance of SINO UJE Portfolio Investment in 2005; Orders from Major Suppliers Consistent Throughout the Year and Growing as 2006 Begins. There were 28 orders taken for Ulrich injector systems during the period from March to December 2005, with 23 of the orders delivered by the end of 2005. SINO UJE is in the business of distributing high-tech medical and industrial products to markets throughout China. The company purchases products from Original Equipment Manufacturers (OEMs) in North America, Europe and Japan and re-sells the equipment to end users through its distribution network in China.
From February 1, 2006 press release
S3 Investment Company Announces Changes to Management Team S3 Investment Company Inc. today announced several changes to the company's management team, including the appointment of a new chief executive officer and a new independent director. James Bickel has been appointed chief executive officer of S3, replacing Chris Bickel, who will continue in the capacity of chairman of the board of directors and will focus his attention on the company's operations in China. On Jan. 25, 2006, the company accepted the resignation of Theodore Tanski as a member of the board of directors. Effective as of the same date, the board of directors appointed Douglas Perkins as a member of the board of directors to fill the vacancy created by Tanski's resignation.
From the January 19, 2006 press release
S3 Investment Company Announces Entrance of First Redwood Capital Client into U.S. Public Markets S3 Investment Company, Inc. today announced that Parallel Technologies, Inc., a U.S. public company, has acquired the business of Dalian Fushi Bimetallic Manufacturing Company, Ltd., through its wholly owned subsidiary in China, Dalian Diversified Product Inspections Bimetallic Cable Co., Ltd. Dalian Fushi Bimetallic Manufacturing Company, Ltd. was the first client of S3 Investment Company portfolio investment, Redwood Capital, Inc. As a result of the acquisition of Dalian Fushi, Parallel Technologies, which recently completed private placements of $11,225,000 and $775,000, will change its name to Fushi International, Inc. (FSIN)
From the December 8, 2005 press release
S3 Investment Company Board Appoints New Director; Accepts Resignation of Executive VP S3 Investment Company Inc. today announced that the company's Board of Directors has appointed Mr. Gary Nerison as a member of the Board of Directors, Audit Committee and Investment Committee and has accepted the resignation from Brad Smith as the Company's executive vice president. The company has filed a Current Report on Form 8-K with the Securities and Exchange Commission that chronicles these changes.
From the October 26, 2005 press release
S3 Investment Company CEO Updates Shareholders on Status of Portfolio Investments and Proxy Statement; October 2005 Newsletter is Added to Website S3 Investment Company, Inc. chairman and chief executive officer Chris Bickel today provided an update on the status of the company's 14A Proxy Statement and its operating portfolio investments, SINO UJE, Ltd. and Redwood Capital, Inc. Mr. Bickel first addressed the status of the Preliminary Proxy Statement filed by the company, which includes a proposal under which S3 would withdraw its election to be treated as a business development company. The Redwood Capital business is growing steadily and we expect our first client to have their transaction closed within a month. Additionally, we have two additional clients (Xingye Copper & Jaso Holding) that are in process with several more in our pipeline. SINO UJE revenues have been solid over the last several months, and we intend to release some specific financial information on SINO's revenues during this period. An important focus of the last several months has also been to increase the purchasing power of SINO UJE, so that the company can increase the flow of suppliers' products into China without an additional financial burden on SINO UJE. This effort has been quite successful and we expect that SINO UJE will have access to banking instruments that will give it greater flexibility in purchasing products for re-sale into China.
From the October 14, 2005 Press release
10-K: S3 INVESTMENT COMPANY, INC. - MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following information should be read in conjunction with the consolidated financial statements and notes thereto appearing elsewhere in this Form 10-K. Plan of Operation - On April 12, 2004 the Company's Board of Directors elected to be regulated as a business investment company under the Investment Company Act of 1940. As a business development company ("BDC"), the Company is required to maintain at least 70% of its assets invested in "eligible portfolio companies", which are loosely defined as any domestic company which is not publicly traded or that has assets less than $4 million. As of April 28, 2004, management has recognized that there is a deficiency in liquidity. Such deficiency has been noted in the notes to the financial statements and the audit opinion. To remedy this situation, the Board of Directors authorized management to file Form 1-E with the Commission notifying of its intent to sell up to $5 million of the Company's common stock under a Regulation E exemption. Liquidity and Capital Resources - The Company's financial statements present an impairment in terms of liquidity. As of June 30, 2005 the Company had $485,002 in current liabilities which exceeded current assets by approximately $436,507. The Company has accumulated $2,889,764 of net operating losses through June 30, 2005, which may be used to reduce taxes in future years through 2022. Results of Operation - For the year ended June 30, 2005 the Company had a net loss of $2,279,840 compared to a net loss of $609,924 for year ended June 30, 2004. The majority of this loss has to do with the write off of the Securesoft loan. All efforts to market the Securesoft product have been unsuccessful and the Secursoft operation has been shut down.
From the September 7, 2005 press release
S3 Investment Company Announces Redwood Capital Investment Banking Agreement with Jaso Holdings S3 Investment Company, Inc. today announced that portfolio investment Redwood Capital Inc. has signed an initial investment banking agreement with Jaso Holdings, Limited, one of the largest high-value property development, construction and management firms in the cities of Shanghai and Suzhou, China. Jaso Holdings has reported over $78 million in 2004 total revenues and is projecting over $100 million in 2005. The initial agreement calls for Redwood Capital to manage a reverse merger of Jaso Holdings into a public U.S. company and obtain funding in U.S. capital markets through an initial Private Investment in Public Equity (PIPE) followed by a listing on a U.S. national market and a subsequent secondary registered offering. As with all clients, Redwood Capital is expected to receive compensation for its participation in the form of up-front fees, ongoing fees for strategic planning services, equity in the company and warrant coverage. Additional fees for services and equity/warrant participation are anticipated in follow-on public offerings for Jaso Holdings.
From the September 1, 2005 press release
S3 Investment Company Files 14A Preliminary Proxy Statement S3 Investment Company, Inc. today announced that the company has filed a 14A Preliminary Proxy Statement with the Securities and Exchange Commission requesting shareholder votes on a proposal that would authorize the Board of Directors to withdraw the Company's election to be treated as a business development company. The Company has determined that in the current environment it would be better served to focus its efforts on the operation of businesses rather than act as a passive investor. In consideration of the planned future operations of the Company and its existing operations, the Board has evaluated and discussed the feasibility of the Company continuing as a business development company. The Board believes that given the changing nature of the Company's business and investment focus from investing, reinvesting, owning, holding, or trading in investment securities toward that of an operating company whose focus will be on acquisitions of controlling investments in operating companies and assets, that the regulatory regime governing business development companies is no longer appropriate and will hinder the Company's future growth.
From the August 23, 2005 press release
S3 Investment Company CEO Issues Statement on Currency Revaluation Effects for Subsidiary Companies Operating in China S3 Investment Company, Inc. chairman and chief executive officer Chris Bickel today released a statement in which he outlined how recent action by China's central bank is expected to have a positive impact on the company's two portfolio investments doing business in China. On July 21, 2005, the central bank announced that it was strengthening the Chinese yuan, which is now pegged at 8.11 to one U.S dollar, down from 8.27. It was also announced that in the future, the exchange rate will be made in reference to a basket of currencies, rather than just the U.S. dollar.
From the August18,2005 press release
S3 Investment Company CEO Discusses $800,000 Quarterly Revenue Number for SINO UJE Subsidiary S3 Investment Company Inc. During the second calendar quarter of 2005, SINO UJE reported gross revenues of over $800,000 (USD) with a net profit of approximately $133,000. Over the same period in 2004, SINO achieved just under $200,000 in revenues. By the middle of 2005, SINO had reached the $1 million mark in gross revenue for the year and was on pace to exceed the projections made for this portfolio investment at the beginning of 2005. "The capital provided by S3 since its acquisition of SINO UJE has made it possible for the company to expand its business and significantly improve its performance over the same period last year. SINO has achieved profitability and is expected to continue growing its top and bottom line numbers. We anticipate that SINO's ongoing expansion of sales to new market sectors will bring in even better results for the remaining quarters in calendar year 2005," commented Chris Bickel.
From the August 4th press release
<bS3 Investment Company Announces Completion of Definitive Agreement with Redwood Capital Investment Banking Client, Xingye Copper S3 Investment Company today announced that portfolio investment Redwood Capital Inc. has signed an a definitive agreement with investment banking client Xingye Copper Co. Limited, whereby Redwood will assist Xingye Copper with a reverse merger into a public U.S. company and financing in U.S. capital markets. Under terms of the agreement, Redwood Capital will provide services to Xingye Copper, a leader in the production of high-precision copper strips with projected after-tax profits for the 2005 calendar year of $9.6 million, as it moves through the process of an initial Private Investment in Public Equity (PIPE) followed by a listing on a U.S. national market and a subsequent secondary registered offering. In consideration for its participation in this process, Redwood Capital will receive compensation in the form of up front fees, ongoing fees for strategic planning services, equity in the company and warrant coverage. Moving forward, there will be additional fees for services and equity/warrant participation in follow on public offerings for Xingye Copper.
From the July 19, 2005 press release
S3 Investment Company Announces SINO UJE June Financial Results; Portfolio Company Revenue Tops $1 Million for First Half of 2005 S3 Investment Company today announced the June 2005 financial information for its portfolio investment company, SINO UJE Ltd. Gross revenue for the month was over $300,000 (USD), bringing the total amount of SINO's gross revenue for the year to over $1 million. "These numbers reflect the continued effectiveness of Managing Director Li Jun and his staff in China," commented Chris Bickel, chairman and chief executive officer of S3 Investment Company. "Revenue numbers have grown from the mid-five figures in each of the first two months of the year, to averaging approximately $300,000 for each of the subsequent months of calendar year 2005. Maintaining sales to its existing network of customers in China solidified SINO's revenue numbers from March through June, and the ongoing expansion of sales to new market sectors is expected to result in even better monthly performance over the last half of the calendar year. "Net profit for June exceeded 22 percent of gross revenues, which indicates that SINO UJE continues to boost its efficiency and control costs. SINO's continued focus will be to improve both the top and bottom line numbers for the company and grow the value of this investment for S3 shareholders," added Bickel.
From the June 22, 2005 press release
S3 Investment Company Announces PLAST-CONTROL Order for SINO UJE in China S3 Investment Company today announced that portfolio investment SINO UJE, Ltd. has received a $150,000 order from Dalian Bingshan Rubber & Plastic Co, LTD for 6 PLAST-CONTROL gravimetric feeders, one automatic control unit, and one air ring. Dalian Bingshan ordered PLAST-CONTROL's newly developed extrusion control system, which is designed to give the user the possibility to integrate both functions of thickness control and profile control on one computer. PLAST-CONTROL (http://www.plastcontrol.com), the leading manufacturer of automation systems for the plastics extrusion industry, will be supplying Dalian Bingshan with a System ACS 5300 AS, which includes the 6 gravimetric dosing units, a controlled PRO-CON air ring, and an automatic control unit. |
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